Terms and Conditions Clause Example with 18 Variations from Business Contracts

This page contains Terms and Conditions clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below,... this Option shall become exercisable with respect to percent ( %) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 10 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. View More
Found in INTREXON CORP contract

Variations of a "Terms and Conditions" Clause from Business Contracts

Terms and Conditions. This Option SAR is subject to the following additional terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 The Expiration Date of this Agreement. In no event SAR shall be as specified in the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant Notice. (b...) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect to percent ( %) SAR. All of the shares of Common Stock that are subject to this SAR shall be Vested Shares if Participant remains in the Option (rounded to the nearest whole share) on each continuous employ of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once the vesting date specified in the Grant Notice. If not sooner Vested, all of the shares that are subject to this Option has become exercisable, it SAR shall continue be Vested Shares if Participant remains in the continuous employ of the Company or an Affiliate until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) with the consent of the Committee, the Participant's Normal Retirement or (iv) a Control Change Date. This SAR may be exercised with respect to be exercisable the Vested Shares, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option SAR shall not affect the Participant's right to exercise this Option SAR with respect to the remaining shares of Common Stock, Vested Shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. (c) Method of Exercise and Payment for Shares. Exercising. This Option shall SAR must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or -1- nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The notice must specify the number of Vested Shares for which this SAR is being exercised (the "Exercise Shares"). (d) Settlement of SAR. Within ten days after the written notice of exercise the Company will make a payment to Participant shall pay in settlement of the Option price and all applicable tax withholdings in cash or cash equivalent acceptable SAR. The payment will have a value equal to the Committee. However, excess of the Committee Fair Market Value on the exercise date over the Initial Value, multiplied by the number of Exercise Shares. In the Committee's discretion, and without the need for Participant's consent, the payment may be made in its discretion may, but is not required to, allow a single cash payment, by the Participant to pay the Option price and tax withholdings (i) by surrendering issuance of shares of Common Stock (with the Participant already owns, (ii) by number of shares determined based on the Fair Market Value on the exercise date) or a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of cash and Common Stock. This SAR will be cancelled with respect to the allowable methods of Exercise Shares upon payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during with respect to the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. Exercise Shares. View More
Found in Tredegar Corporation contract
Terms and Conditions. This Option It is understood and agreed that the Award evidenced hereby is subject to the following terms and conditions: (a) Expiration Date. This Vesting of Award. Subject to Sections 3[, 4 and 10], the Option shall vest and become non-forfeitable and exercisable in accordance with the vesting schedule set forth in the Grant Letter. (b) Term of Option. The term of the Option shall expire at 11:59 p.m. close of the principal stock market or exchange on , (the "Expiration Date") which the Shares... are quoted or such traded on the tenth (10th) anniversary of the Grant Date, unless terminated earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. accordance herewith. In no event may any portion of the Option be exercised after it has expired. A-1 (c) Manner of Exercise; Exercise Payment. The Participant may, subject to the limitations in this Agreement and the Plan, exercise all or any portion of the Option that has vested. In order to exercise the Option, the Participant shall deliver to the Expiration Date Company a written notice specifying the number of Option Shares to be later than 10 years from purchased. Full payment for Option Shares purchased upon the Date exercise of Grant. In an Option shall be made by the case Participant via cashless exercise, such that subject to the other terms and conditions of the Award and the Plan, the Company shall deliver to the Participant Shares having a Fair Market Value, as of the date of exercise, equal to the excess, if any, of (a) the Fair Market Value of such Shares on the date of exercise of the Option over (b) the sum of (i) the aggregate Option Price (as defined below) for such Shares, plus (ii) the applicable Withholding Obligation (as defined below) for such exercise; provided that, in connection with a cashless exercise that would not result in the issuance of a Ten Percent Shareholder, whole number of Shares, the Company shall withhold cash that would otherwise be payable to the Participant from its regular payroll or the Participant shall deliver cash or a certified check payable to the order of the Company for the balance of the Option Price for a whole Share to the extent necessary to avoid the issuance of a fractional Share or the payment of cash by the Company. The Committee may, in its discretion, permit the Participant to pay all or part of the Option Price or the Withholding Obligation in cash. For purposes of this section, "Option Price" shall expire no later than 5 years from mean the Date amount equal to the product of Grant. (b) Vesting the Exercise Price multiplied by the number of Option. (i) In General. Except as otherwise provided below, this Option shares that the Participant intends to exercise and "Withholding Obligation" shall become exercisable mean the amount at least equal to the aggregate minimum taxes which the Company is obligated to withhold and deposit on behalf of the Participant, with respect to percent ( %) such exercise. (d) No Rights as a Stockholder. The Participant shall have no rights as a stockholder of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and Company with respect to the remaining shares of Common Stock subject Shares underlying the Option, including, but not limited to, the right to vote and to receive dividends, unless and until the Option on Participant becomes the anniversary record owner of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, Shares. (e) Restrictions on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 10 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, permitted by the Plan or as may be permitted by the Committee, (i) neither this Option is nontransferable and, during the Participant's lifetime, only Award nor any right under this Award shall be assignable, alienable, saleable or transferable by the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred otherwise than by will or pursuant to the laws of descent and distribution. distribution or to a designated Beneficiary and (ii) during the Participant's lifetime, this Award, and each right under this Award, shall be exercisable only by the Participant or, if permissible under applicable law, by the Participant's guardian or legal representative. This provision shall not apply to any portion of this Award that has been fully exercised and shall not preclude forfeiture of any portion of this Award in accordance with the terms herein. A-2 (f) No Right to Continued Service. The grant of an Award shall not be construed as giving the Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any of its Affiliates. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Agreement. (g) No Right to Future Awards. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Company, in its sole discretion, maintains the right to make available future grants under the Plan. View More
Found in Privia Health Group, Inc. contract
Terms and Conditions. This (a) Option Price. The price per Option Share at which the Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option is subject to set forth on the following terms and conditions: (a) signature page hereof. (b) Expiration Date. This Subject to Section 7(c) of the Plan, the Option shall expire at 11:59 p.m. the end of the period commencing on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agr...eement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In Grant and ending at 11:59 p.m. Eastern Standard Time on the case of a Ten Percent Shareholder, day preceding the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect earlier to percent ( %) occur of the shares of Common Stock subject to expiration date indicated on the Option (rounded to signature page hereof or the nearest whole share) on each of the , and anniversaries tenth anniversary of the Date of Grant and with respect to (the "Option Period"). (c) Exercisability of the remaining shares of Common Stock subject to the Option Option. The Vesting Commencement Date is defined on the anniversary of signature page hereof. The Option may be exercised only (i) by written notice, substantially in the Date of Grant, form attached hereto as Annex A (or a successor form provided the Participant has been continuously employed by the Company Committee) delivered in person or an Affiliate from by mail in accordance with Section 4(b) hereof, or (ii) through such other method as specified by the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan Committee, and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution either case accompanied by payment therefor. The purchase price of the Option Shares shall be paid by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, Participant to the extent not exercisable previously, on the earlier Company in a manner permitted under Section 7(e) of the Control Change Date or Plan. (d) Compliance with Legal Requirements. The granting and exercising of the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by Option, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated governmental agency as a result of the Participant's death or Disability. may be required. The Committee, in its sole discretion, shall determine whether may postpone the Participant has a Disability for purposes issuance or delivery of this Agreement. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 10 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, Shares as the Committee in its discretion may, but is not required to, allow may consider appropriate and may require the Participant to pay make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option price Shares in compliance with applicable laws, rules and tax withholdings (i) regulations. (e) Transferability. The Option shall not be transferable by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred than by will or the laws of descent and distribution. (f) Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant's name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company. A-2 (g) Tax Withholding. Prior to the delivery of a certificate or certificates representing the Option Shares, the Participant must pay to the Company in cash (by check or wire transfer) any such additional amount as the Company determines that it is required to withhold under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 15(d) of the Plan. (h) Clawback/Forfeiture. The Committee may in its sole discretion cancel this Option if the Participant, without the consent of the Company, while employed by or providing services to the Company or any Affiliate or after termination of such employment or service, violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement, or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, the Participant shall forfeit any compensation, gain or other value realized thereafter on the exercise of this Option, or the sale of the Option Shares, and must promptly repay such amounts to the Company. View More
Found in NUTRACEUTICAL INTERNATIONAL CORP contract
Terms and Conditions. This (a) Option Price. The price per Option Share at which the Participant shall be entitled to purchase the Option Shares upon the exercise of all or any portion of the Option is subject to set forth on the following terms and conditions: (a) signature page hereof. (b) Expiration Date. This Subject to Section 7(c) of the Plan, the Option shall expire at 11:59 p.m. the end of the period commencing on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agr...eement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In Grant and ending at 11:59 p.m. Eastern Standard Time on the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become exercisable with respect earlier to percent ( %) occur of the shares of Common Stock subject to expiration date indicated on the Option (rounded to signature page hereof or the nearest whole share) on each of day preceding the , and anniversaries tenth anniversary of the Date of Grant and with respect to (the "Option Period"). (c) Exercisability of the remaining shares of Common Stock subject to the Option Option. The Vesting Commencement Date is defined on the anniversary of signature page hereof. The Option may be exercised only (i) by written notice, substantially in the Date of Grant, form attached hereto as Annex A (or a successor form provided the Participant has been continuously employed by the Company Committee) delivered in person or an Affiliate from by mail in accordance with Section 4(b) hereof, or (ii) through such other method as specified by the Date of Grant until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, subject to the conditions of the Plan Committee, and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution either case accompanied by payment therefor. The purchase price of the Option Shares shall be paid by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, Participant to the extent not exercisable previously, on the earlier Company in a manner permitted under Section 7(e) of the Control Change Date or Plan. (d) Compliance with Legal Requirements. The granting and exercising of the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by Option, and any other obligations of the Company under this Agreement shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated governmental agency as a result of the Participant's death or Disability. may be required. The Committee, in its sole discretion, shall determine whether may postpone the Participant has a Disability for purposes issuance or delivery of this Agreement. (c) Method of Exercise and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, to the attention of the Company's Secretary at the Company's address specified in Section 10 below. The exercise date shall be the date of delivery. The Participant shall pay the Option price and all applicable tax withholdings in cash or cash equivalent acceptable to the Committee. However, Shares as the Committee in its discretion may, but is not required to, allow may consider appropriate and may require the Participant to pay make such representations and furnish such information as it may consider appropriate in connection with the issuance or delivery of Option price Shares in compliance with applicable laws, rules and tax withholdings (i) regulations. (e) Transferability. The Option shall not be transferable by surrendering shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred than by will or the laws of descent and distribution. (f) Rights as Stockholder. The Participant shall not be deemed for any purpose to be the owner of any shares of Common Stock subject to this Option unless, until and to the extent that (i) this Option shall have been exercised pursuant to its terms, (ii) the Company shall have issued and delivered to the Participant the Option Shares, and (iii) the Participant's name shall have been entered as a stockholder of record with respect to such Option Shares on the books of the Company. A-2 (g) Tax Withholding. The Participant shall be responsible for the payment of any and all required federal, state or local taxes (including self-employment taxes) incurred in connection with the exercise of the Option. Prior to the delivery of a certificate or certificates representing the Option Shares, the Participant must pay to the Company in cash (by check or wire transfer) any such additional amount as the Company determines that it is required to withhold, if any, under applicable federal, state or local tax laws in respect of the exercise or the transfer of Option Shares; provided that the Committee may, in its sole discretion, allow such withholding obligation to be satisfied by any other method described in Section 15(d) of the Plan. (h) Clawback/Forfeiture. The Committee may in its sole discretion cancel this Option if the Participant, without the consent of the Company, while providing services to the Company or any Affiliate or after termination of such service, violates a non-competition, non-solicitation, non-disparagement or non-disclosure covenant or agreement, or otherwise has engaged in or engages in activity that is in conflict with or adverse to the interest of the Company or any Affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. If the Participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, the Participant shall forfeit any compensation, gain or other value realized thereafter on the exercise of this Option, or the sale of the Option Shares, and must promptly repay such amounts to the Company. View More
Found in NUTRACEUTICAL INTERNATIONAL CORP contract
Terms and Conditions. This Option is subject to the following additional terms and conditions: (a) Expiration Date. This The Expiration Date of this Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time be as set forth specified in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant Notice. (b) Vest...ing Exercise of Option. (i) In General. Except as otherwise provided below, in these Terms and Conditions, (i), this Option shall become vest with respect to Vested Shares on the dates specified in the Grant Notice, and (ii) this Option shall be exercisable with respect to percent ( %) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant any Vested Shares until such time. Once this Option has become exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or the Expiration Date. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. (c) Method of Exercise Exercising and Payment for Shares. This Option shall must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The exercise date shall be (i) in the case of notice by mail or nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The Participant shall pay notice must be accompanied by payment of the Option price and all applicable tax withholdings Price in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment with an aggregate Fair Market Value (determined as the Committee shall authorize or (v) by any combination of the allowable methods day preceding the exercise date), that together with any cash or cash equivalent paid to exercise the Option, is not less than the Option Price for the number of payment set forth herein. (d) Transferability. Except as provided herein, this shares of Common Stock for which the Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws of descent and distribution. exercised. View More
Found in Tredegar Corporation contract
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. Exercisability of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as... otherwise provided below, this Option shall become exercisable with respect to percent ( %) (i) one-quarter (25.00%) of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the first anniversary of the Date Award Date, (ii) an additional one-quarter (25.00%) of Grant, the shares subject to the Option on the second anniversary of the Award Date, (iii) an additional one-quarter (25.00%) of the shares subject to the Option on the third anniversary of the Award Date, and (iv) the remaining one-quarter (25.00%) of the shares subject to the Option on the fourth anniversary of the Award Date, provided that, with respect to each of clause (i) – (iv) of the foregoing, Participant has been continuously employed by the Company or an Affiliate a Company subsidiary from the Award Date to such anniversary of Grant until such time. Once the Award Date. In addition, this Option shall be exercisable with respect to 100% of the shares subject to this Option upon a Change in Control (as defined below), provided that Participant has been continuously employed by the Company or a Company subsidiary from the Award Date to the date of such Change in Control. (b) Expiration Date. This Option shall terminate on the seventh anniversary of the Award Date (the "Expiration Date"). This Option may not be exercised on or after the Expiration Date. (c) Exercise of Option. Except as provided in paragraphs 3, 4, 5 and 6, the Option is exercisable, in whole or in part, with respect to the total number of shares for which it has become exercisable under paragraph (a) above. To the extent the Option becomes exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 or 6 of this Agreement or until the Expiration Date. A partial exercise of this the Option shall not affect the Participant's right to exercise this the Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) (d) Method of Exercise Exercising and Payment for Shares. This The Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Corporate Secretary at the Company's address specified principal office at 641 Lynnhaven Parkway, Virginia Beach, VA 23452. The written notice shall specify the number of shares being acquired pursuant to the exercise of the Option when the Option is being exercised in Section 10 below. part in accordance with subparagraph 2(c) hereof. The exercise date shall be the date such notice is received by the Company. Such notice shall be accompanied by payment of delivery. The Participant shall pay the Option price and all applicable tax withholdings Exercise Price in full for each share of Common Stock being acquired pursuant to such exercise, (i) in cash or cash equivalent acceptable to the Committee. However, Company, or, (ii) in whole or in part, through the Committee surrender of previously acquired shares of Common Stock, or (iii) in its discretion may, but is not required to, allow accordance with procedures established by the Participant Administrator, by directing the Company to pay withhold shares of Common Stock. In the case of methods (ii) and (iii), the shares surrendered or withheld shall have a Fair Market Value determined as of the day preceding the exercise date equal to the Option price and tax withholdings (i) by surrendering for the shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this being acquired. (e) Nontransferability. The Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant. View More
Found in Xenith Bankshares, Inc. contract
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. Exercisability of Option. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as... otherwise provided below, this Option shall become exercisable with respect to percent ( %) 25% of the shares of Common Stock subject to the Option (rounded to on the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant Grant; with respect to an additional 25% of the shares subject to the Option on the second anniversary of the Date of Grant; with respect to an additional 25% of the shares subject to the Option on the third anniversary of the Date of Grant; and with respect to the remaining 25% of the shares of Common Stock subject to the this Option on the fourth anniversary of the Date of Grant, provided Grant. The preceding sentence to the Participant has been continuously employed by contrary notwithstanding, and subject to Section 24 of the Company Plan, this Option shall become fully exercisable upon a Change in Control. (b) Expiration Date. This Option shall terminate on __________ __, 20__ (the "Expiration Date"). This Option may not be exercised on or an Affiliate from after the Expiration Date. Notwithstanding any other provision of this Award Agreement, the exercisability and Expiration Date of Grant until such time. Once this Option has become shall be subject to federal and state regulation applicable to the Company, including requirements identified in the Plan, which could have the effect of shortening the exercise period of this Option. (c) Exercise of Option. Except as provided in paragraphs 3 and 4 below, the Option is exercisable, in whole or in part, with respect to the number of shares set forth in subparagraph 2(a) above. To the extent that the Option becomes exercisable, it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections 3, 4, 5 1 or 6 of this Agreement or until the Expiration Date. A partial exercise of this the Option shall not affect the Participant's right to exercise this the Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Award Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) (d) Method of Exercise Exercising and Payment for Shares. This The Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The written notice shall specify the number of shares being acquired pursuant to the exercise of the Option when the Option is being exercised in part in accordance with subparagraph 2(c) above. The exercise date shall be the date that such notice is received by the Company or, if later and if a "cashless exercise" is used in accordance with subparagraph 2(e) below, the date that the Exercise Price is received by the Company. Unless otherwise permitted in accordance with subparagraph 2(e), such notice shall be accompanied by payment of delivery. The Participant shall pay the Option price and all applicable tax withholdings Exercise Price in full for each share of Company Stock being acquired pursuant to such exercise, in cash (United States dollars) or cash equivalent acceptable to the Committee. However, Company, or, in whole or in part, through the Committee surrender of previously acquired shares of Company Stock, subject to Section 9 of the Plan, at their Fair Market Value on the exercise date. (e) Cashless Exercise. To the extent permitted under the applicable laws and regulations, at the request of Participant, the Company agrees to cooperate in its discretion may, but is not required to, allow a "cashless exercise" of the Option. The cashless exercise shall be effected by the Participant delivering to pay a securities broker instructions to exercise all or part of the Option price and tax withholdings (i) by surrendering Option, including instructions to sell a sufficient number of shares of Common Company Stock to cover the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this costs and expenses associated therewith. (f) Nontransferability. The Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant. View More
Found in Community Bankers Trust Corp contract
Terms and Conditions. This Option is subject to the following terms and conditions: (a) Expiration Date. This Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant (the "Expiration Date"). (b) Vesting Exercise of Option. (i) In ...General. Except as otherwise provided below, in paragraphs 3, 4 and 5, this Option shall become be exercisable with respect to twenty-five percent ( %) (25%) of the shares of Common Stock subject to this Option on the Option (rounded to the nearest whole share) on each of the , and anniversaries first anniversary of the Date of Grant (the "First Anniversary Date") and with respect to an additional twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the this Option on the sixth month anniversary of the First Anniversary Date and each sixth month anniversary date thereafter through the fourth anniversary of the Date of Grant, provided Grant. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this Option has become exercisable, exercisable in accordance with the preceding sentence it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) Method of Exercise Exercising Option and Payment for Shares. This Option shall be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary Principal Financial Officer at the Company's address specified principal office in Section 10 below. New Jersey (see attachment A – "Notice of Option Exercise"). The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Committee, or by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock the Participant already owns, (ii) by a cashless exercise through a broker, (iii) by means of a "net settlement" procedure, (iv) by such other medium of payment with an aggregate Fair Market Value (determined as the Committee shall authorize or (v) by any combination of the allowable methods day preceding the exercise date) which, together with any cash or cash equivalent paid, is not less than the Option price for the number of payment set forth herein. (d) Transferability. Except as provided herein, shares for which this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. (d) Nontransferability. This Option may not be transferred except by will or by the laws of descent and distribution. During Participant's lifetime, this Option may be exercised only by Participant. View More
Found in INSMED Inc contract
Terms and Conditions. This Option is subject to the following additional terms and conditions: (a) Expiration Date. This The Expiration Date of this Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time be as set forth specified in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 years from the Date of Grant. In the case of a Ten Percent Shareholder, the Option shall expire no later than 5 years from the Date of Grant. Grant Notice. (b) Vest...ing of Option. (i) In General. Except as otherwise provided below, All of the shares that are subject to this Option shall become exercisable with respect to percent ( %) be Vested Shares if Participant remains in the continuous employ of the shares of Common Stock subject to the Option (rounded to the nearest whole share) on each of the , and anniversaries of the Date of Grant and with respect to the remaining shares of Common Stock subject to the Option on the anniversary of the Date of Grant, provided the Participant has been continuously employed by the Company or an Affiliate from the Date of Grant until such time. Once the vesting date specified in the Grant Notice. If not sooner Vested, all of the shares that are subject to this Option has become exercisable, it shall continue be Vested Shares if Participant remains in the continuous employ of the Company or an Affiliate until (i) the date of Participant's death, (ii) the date that Participant's employment with the Company and its Affiliates ends on account of Disability, (iii) with the consent of the Committee, the Participant's Normal Retirement or (iv) a Control Change Date. This Option may be exercised with respect to be exercisable the Vested Shares, in whole or in part, until the earlier of the Expiration Date or the termination of the Participant's rights hereunder pursuant to Sections 3, paragraph 4, 5 5, 6, 7, 8 or 6 of this Agreement or the Expiration Date. 9. A partial exercise of this Option shall not affect the Participant's right to exercise this Option with respect to the remaining shares of Common Stock, Vested Shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs these Terms and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. Conditions. -1- (c) Method of Exercise Exercising and Payment for Shares. This Option shall must be exercised by delivering written notice of exercise, along with the Option price for the portion of the Option being exercised and all applicable tax withholdings, delivered to the attention of the Company's Secretary at the Company's address specified principal office in Section 10 below. Richmond, Virginia. The notice shall indicate the number of Vested Shares as to which this Option is being then exercised. The exercise date shall be (i) in the case of notice by mail or nationally recognized courier, the date of delivery. postmark or (ii) in the case of notice by any other means, the date of receipt by the Company's Secretary. The Participant shall pay notice must be accompanied by payment of the Option price and all applicable tax withholdings Price in full, in cash or cash equivalent acceptable to the Committee. However, Committee, by the Committee in its discretion may, but is not required to, allow the Participant to pay the Option price and tax withholdings (i) by surrendering surrender of shares of Common Stock (either by actual surrender or by attestation of ownership) with an aggregate Fair Market Value (determined as of the Participant already owns, (ii) exercise date), that together with any cash or cash equivalent paid to exercise the Option, is not less than the Option Price for the number of shares of Common Stock for which the Option is exercised or by a cashless "net exercise" in accordance with the Plan. (d) Cash Settlement of Option. Upon receipt of Participant's written notice of exercise, the Committee, in its discretion and without the need for Participant's consent, may direct that the written notice of exercise through shall be treated as a broker, (iii) by means written notice to exercise a SAR for the same number of a "net settlement" procedure, (iv) by such other medium of payment as the Committee shall authorize or (v) by any combination Vested Shares that Participant directed be exercised under this Option (the "Exercise Shares"). In that event (i) within ten days of the allowable methods written notice of exercise the Company will pay Participant a single cash payment set forth herein. (d) Transferability. Except equal to the excess of the aggregate Fair Market Value of the Exercise Shares on the exercise date over the aggregate Option Price of the Exercise Shares; (ii) any amount that Participant paid or tendered as provided herein, this payment of the Option is nontransferable and, during Price will be returned to Participant and (iii) the Participant's lifetime, only Option shall be cancelled with respect to the Participant may exercise this Option. Notwithstanding the foregoing, this Option may be transferred by will or the laws number of descent and distribution. Exercise Shares. View More
Found in Tredegar Corporation contract
Terms and Conditions. This The Option is subject to the following terms and conditions: (a) a. Expiration Date. This The Option shall expire at 11:59 p.m. on , (the "Expiration Date") or such earlier time as set forth in Sections 3, 4, 5 or 6 of this Agreement. In no event shall the Expiration Date be later than 10 ten years from the Date of Grant. In the case Grant (the "Expiration Date"). b. Exercise of a Ten Percent Shareholder, Option. Except as provided in paragraphs 3, 4 and 5, the Option shall expire no later ...than 5 years from the Date of Grant. (b) Vesting of Option. (i) In General. Except as otherwise provided below, this Option shall become be exercisable with respect to [insert as applicable: twenty-five percent ( %) (25%) of the shares of Common Stock subject to the Option (rounded to on the nearest whole share) on each of the , and anniversaries first annual anniversary of the Date of Grant (the "First Anniversary Date") and with respect to twelve and a half percent (12.5%) of the remaining shares of Common Stock subject to the Option on the six-month anniversary of the First Anniversary Date and each six-month anniversary date thereafter through the fourth annual anniversary of the Date of Grant, provided Grant]. If the Participant has been continuously employed by foregoing schedule would produce fractional shares, the Company or an Affiliate from number of shares for which the Date of Grant until such time. Option becomes exercisable shall be rounded down to the nearest whole share. Once this the Option has become exercisable, exercisable in accordance with this subparagraph 2(b) it shall continue to be exercisable until the earlier of the termination of the Participant's rights hereunder pursuant to Sections paragraph 3, 4, 4 or 5 or 6 of this Agreement or until the Expiration Date. Option has expired pursuant to subparagraph 2(a). A partial exercise of this the Option shall not affect the Participant's right to exercise this the Option with respect to the remaining shares of Common Stock, shares, subject to the conditions of the Plan and this Agreement. (ii) Change in Control. Notwithstanding the foregoing, in the event a Change in Control occurs and no provision is made for the continuance, assumption or substitution of the Option by the Company or its successor in connection with a Change in Control, then, the Option shall become exercisable in full, to the extent not exercisable previously, on the earlier of the Control Change Date or the date the Option is to be terminated in connection with the Change in Control, provided the Participant has remained continuously employed by the Company or any Affiliate from the Date of Grant until such time. 5 (iii) Death or Disability. Notwithstanding the foregoing, this Option also shall become exercisable in full, to the extent not then previously exercisable, in the event the Participant's employment with the Company and its Affiliates is terminated as a result of the Participant's death or Disability. The Committee, in its sole discretion, shall determine whether the Participant has a Disability for purposes of this Agreement. (c) c. Method of Exercise Exercising Option and Payment for Shares. This The Option shall be exercised by delivering written notice in the form of exercise, along with Attachment A — "Notice of Option Exercise" or such other form as may be approved by the Option price for the portion of the Option being exercised and all applicable tax withholdings, Company, delivered to the attention of the Company's Secretary Chief Financial Officer at the Company's address specified in Section 10 below. principal place of business. The exercise date shall be (i) in the case of notice by mail, the date of postmark, or (ii) if delivered in person, the date of delivery. The Participant Such notice shall pay be accompanied by payment of the Option price and all applicable tax withholdings in full, in cash or cash equivalent acceptable to the Committee. However, Compensation Committee of the Committee in its discretion may, but is not required to, allow Company's Board of Directors (the "Compensation Committee" and the Participant "Board"), or such other method as determined by the Compensation Committee, including an irrevocable commitment by a broker to pay over such amount from a sale of the Option price and tax withholdings (i) by surrendering shares of Common Stock issuable under the Participant already owns, (ii) by a cashless Option, the delivery of previously owned shares of Common Stock or withholding of shares of Common Stock deliverable upon exercise through a broker, (iii) by means which, together with any cash or cash equivalent paid, is not less than the Option price for the number of a "net settlement" procedure, (iv) by such other medium of payment as shares for which the Committee shall authorize or (v) by any combination of the allowable methods of payment set forth herein. (d) Transferability. Except as provided herein, this Option is nontransferable and, during the Participant's lifetime, only the Participant may exercise this Option. Notwithstanding the foregoing, this being exercised. d. Nontransferability. The Option may not be transferred sold, transferred, pledged, assigned, or otherwise alienated or hypothecated by Participant except by will or by the laws of descent and distribution. During Participant's lifetime, the Option may be exercised only by Participant. e. Agreement with Terms. Execution of this Agreement by Participant or receipt of any benefits under this Agreement by Participant shall constitute Participant's acknowledgement of, and agreement with, all of the provisions of this Agreement, and the Company shall administer this Agreement accordingly. f. Shareholder Rights. Participant shall not have any rights as a shareholder with respect to shares subject to the Option until Participant exercises such Option and becomes the holder of record of such shares. g. Forfeiture. In the event of Participant's termination of employment, any vested portion of the Option that is not exercised during the period specified in paragraph 3, paragraph 4 or paragraph 5, as applicable, shall be forfeited upon the expiration of such period. Any portion of the Option that is unvested as of the date of Participant's termination of employment shall be forfeited on such date. View More
Found in INSMED Inc contract